8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

April 13, 2020

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	001-15103	95-2680965
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036

(Address of principal executive offices, including zip code)

(440) 329-6000

(Registrant’s telephone number, including area code)

———————————————————————————————— 

(Former name, former address and former fiscal year, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Shares, without par value	IVC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

On April 13, 2020, Invacare Corporation (the “Company”) mailed a letter from the Chairman, President and Chief Executive Officer to the Company’s shareholders, as part of the Company’s 2019 annual report to shareholders. A copy of the letter to shareholders is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The letter to shareholders contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that describe future outcomes or expectations that are usually identified by words such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “forecast,” “believe,” and “anticipate” and include, for example, statements related to the expected effects on the company’s business of the COVID-19 pandemic; sales and free cash flow trends; the impact of contingency plans and SG&A and investment reductions; the company’s liquidity and working capital expectations; the company’s future financial results; and similar statements. Actual results may differ materially as a result of various risks and uncertainties, including the duration and scope of the COVID-19 pandemic and impact on the demand for the company’s products; the ability of the company to obtain needed raw materials and components from its suppliers; actions governments, businesses and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps the company takes to reduce operating costs; the inability of Invacare to sustain profitable sales growth, achieve anticipated improvements in segment operating performance, convert high inventory levels to cash or reduce its costs to maintain competitive prices for its products; lack of market acceptance of Invacare's new product innovations; circumstances or developments that may make Invacare unable to implement or realize the anticipated benefits, or that may increase the costs, of its current and planned business initiatives, in particular the key elements of its enhanced transformation and growth plan such as its new product introductions, additional investments in sales force and demonstration equipment, plant consolidations in France and Germany, supply chain actions and global information technology outsourcing and ERP implementation activities; possible adverse effects on Invacare’s liquidity, including Invacare's ability to address future debt maturities, that may result from delays in the implementation of, any failure to realize benefits from, its current and planned business initiatives; adverse changes in government and third-party payor reimbursement levels and practices in the U.S.; adverse impacts of new tariffs or increases in commodity prices or freight costs; regulatory proceedings or Invacare's failure to comply with regulatory requirements or receive regulatory clearance or approval for Invacare's products or operations; adverse effects of regulatory or governmental inspections of Invacare facilities at any time and governmental investigations or enforcement actions; exchange rate fluctuations; and those other risks and uncertainties expressed in the cautionary statements and risk factors in Invacare’s annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission. Invacare may not be able to predict and may have little or no control over many factors or events that may influence its future results and, except as required by law, shall have no obligation to update any forward-looking statements.

Item 9.01Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	Description
99.1	Letter from the Chairman, President and Chief Executive Officer to the shareholders of Invacare Corporation, mailed on April 13, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVACARE CORPORATION
	(Registrant)
Date: April 13, 2020	By:	/s/ Anthony C. LaPlaca
	Name:	Anthony C. LaPlaca
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit Number	Description
99.1	Letter from the Chairman, President and Chief Executive Officer to the shareholders of Invacare Corporation, mailed on April 13, 2020.

EX-99.1

Exhibit 99.1

Matthew E. Monaghan

Chairman, President and Chief Executive Officer

April 13, 2020

Dear Fellow Shareholders:

We are preparing this annual report in a global environment of unprecedented change and uncertainty. We hope that you, your families and communities are keeping safe. Invacare is proud to have a vital role in combating the COVID-19 pandemic as many of our devices are essential to patient care. We are taking necessary precautions to ensure our associates are safe and that we remain capable of producing the products that support the public health effort.

This annual report reflects on another year of positive improvements to the performance of our company in our multi-year plan to restore our industry leadership and financial performance as we take actions in 2020 to keep pace with rapidly changing circumstances.

I hope you are able to take the time to read the enclosed report and appreciate all the great work our thousands of associates are undertaking to continue improving our company’s performance while supporting the urgent, unprecedented actions in our pandemic response.

In 2019, Invacare reached a milestone, celebrating its 40^th anniversary as a company devoted to helping make life’s experiences possible for people with disabilities. While our mission remains the same over the past four decades, the way we operate to fulfill our commitments continues to change and improve. Last year was another year of significant transformation. In the past 12 months, we launched new products in every category, we offset most of the impact of prior tariffs and expanded margins, and we measurably reduced SG&A expenses. Our operating improvements yielded substantially better cash flow and we reduced debt. Importantly, these achievements tracked along our projected path to profitability and reinforced a strong foundation for the future.

Transformation Highlights

Our improved 2019 full year performance was driven by key transformational initiatives focused on product innovation and sales mix, process improvements and expanding balance sheet flexibility.

Starting with product innovation and sales mix, we made significant adjustments to our portfolio by discontinuing certain legacy products to focus on more valuable parts of our portfolio. We introduced new products that offer greater customer and clinical benefits in all categories. These innovations were driven by a customer-centric development process, resulting in new competitive offerings and feature-rich products that address core patient needs in new ways.

We also made measurable progress expanding gross margins by simplifying processes and streamlining how we work. We successfully mitigated the majority of tariff-driven cost increases with supply chain improvements, leveraging the benefits of our network of factories and suppliers. We completed the European production transfers from prior periods and saw the benefits in customer service and cost. Also, we significantly reduced SG&A expense with better alignment of resources.

Invacare Corporation

One Invacare Way, Elyria, OH 44035 USA

440-329-6000 www.invacare.com

Importantly, we began our multi-year global program to modernize our information technology (IT) systems. This project should improve the ease with which we transact with customers. It will modernize the tools we have to manage our operations, improve systems reliability and lower the cost of IT.

Overall, these actions led to meaningfully improved financial performance. For the full year 2019, our operating loss improved by 43% which led to a significant improvement in adjusted EBITDA and free cash flow usage.

Additionally, we improved our capital structure and strengthened our balance sheet. In the third quarter of 2019, we reduced the total debt outstanding by repurchasing $16 million of convertible notes at a discount to par, and in the fourth quarter of 2019, we extended a majority of the 2021 convertible notes to a new maturity date of November 2024 at the same interest rate. These actions enhance our financial flexibility as we continue our business transformation.

Last year’s actions directly increased profitability and reflected our increased attention on lessening the environmental impact in our communities. We increasingly strive to operate in a socially responsible manner with how we source raw materials and energy, how we use recycled content and ways we improve how products are disposed. In the past year, we launched a component recycling program to reduce solid waste and expanded renewable energy contracts to power our operations. We have great engagement with our associates and their fountain of ideas for further actions.

It is vital to have a diverse Board of Directors with different perspectives on how to guide the business and tackle tough issues. We have an engaged Board that does just that and reflects a broad cross section of society, with 50% women independent directors and other members that bring other forms of diversity. Whether it is on our Board of Directors or in any of our locations, we believe that diversity will make us a stronger, more resilient company.

Looking Ahead

The actions we took in 2019 will enable us to continue executing our transformation plan in 2020. Over the next 12 months, we will do our part to combat the COVID-19 pandemic, help the communities where we work and continue improving Invacare’s performance.

We continue to act with a purpose that echoes the same motivation of our company’s founders 40 years ago. We share their passion to help people get the most out of life. And, we will continue to work to ensure Invacare thrives in the future.

On behalf of the Invacare family, I want to express my gratitude to our shareholders for your continued support. We are working hard to make Invacare strong.

Sincerely,

Matthew E. Monaghan

Chairman, President and Chief Executive Officer